WeP Annual Report 2005 - 06

Financials

AUDITOR'S REPORT
To The Members WeP Peripherals Limited We have audited the attached Balance Sheet of WeP Peripherals Limited, as at March 31, 2006 and also the related Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto.These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditor's Report) Order, 2003, duly amended by the DCA notification GSR 766(E) dated 25th November 2004, (hereinafter to be referred to as the Order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable. Further to our comments in the Annexure referred to in paragraph above, we report that: i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; v) On the basis of written representations received from the directors as on March 31, 2006 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2006 from being appointed as a director in terms of Clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give the information required by the Companies Act, 1956, and give a true and fair view in conformity with the accounting principles generally accepted in India: a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2006; b) in the case of Profit and Loss Account, of the Profit for the year ended on that date; and c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

For N.M. Raiji & Co., Chartered Accountants J. M. Gandhi Partner Membership No: 37924

Place: Mumbai Date : September 01, 2006

ii)

iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts; iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

33

WeP Annual Report 2005 - 06

Financials

ANNEXURE TO THE AUDITOR'S REPORT

Referred to in paragraph 3 of the Auditor's report of even date to the Members of WeP Peripherals Limited on the financial statements for the year ended March 31, 2006. (i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and the situation of its fixed assets; (b) A major portion of fixed assets have been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed have been properly dealt with in the books of account. (c) The assets disposed off during the year are not significant and therefore do not affect the going concern assumption; (viii) (ii) (a) The inventory other than that with third parties have been physically verified by the management at reasonable intervals. There is a process of obtaining conformation in respect of inventory with the third parties; (b) In our opinion and according to the information and explanations given to us, the procedure for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business; (c) In our opinion the Company has maintained proper records of inventory. The discrepancies between the physical stocks and the book stocks were not material and have been properly dealt with in the books of account; (iii) (a) In our opinion and according to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to/from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956; (iv) In our opinion and according to the information and explanations provided to us there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system. (v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts and arrangements that need to be entered into the register maintained under section 301 have been properly entered in the said register; (b) According to the information and explanations given to us, in our opinion contracts and arrangements entered in the registers maintained under Section 301 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time; (vi) (vii) The Company has not accepted any deposits from the public; In our opinion the Company has a system of internal audit, which is commensurate with its size and nature of its business; We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government under Section 209(1) (d) of the Companies Act, 1956 for maintenance of Cost records and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete;

(ix) (a) As per the records of the company and information and explanations provided to us, the Company is generally regular in depositing with appropriate authorities undisputed amount of Provident Fund, Employee State Insurance, Income-Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Cess and other applicable statutory dues. No undisputed amounts were outstanding as at March 31, 2006 for a period of more than six months from the date they became payable;

34

WeP Annual Report 2005 - 06

Financials

(b) The following are the details of disputed Excise Duty, Customs Duty and Sales Tax that have not been paid to the concerned authorities; Sl. No Nature where dispute is pending Forum where dispute is pending Period to which it pertains Unpaid amount in Rs.'000

1 2
(x)

Customs and Excise Sales Tax

CIT (Appeals) Joint Commissioner

(xvi)

2000-01,01-02 & 02-03 2002-03, 2003-04

19,474 5,200

The Company has neither accumulated losses at the end of the financial year nor incurred cash losses during the year and in the immediately preceding financial year; The Company does not have any borrowings by issue of debentures. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to any financial institution or bank; Based on our examination and according to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities; The Company is not a chit/nidhi/mutual benefit fund/society; The Company is not dealing or trading in shares, securities, debentures and other investments; On the basis of the information and explanations given to us the Company has not given any guarantee for loans taken by others from bank or financial institutions;

To the best of our knowledge and belief and according to the information and explanations given to us, the term loan availed by the company was, prima facie, applied for the purpose for which the loan was obtained; On the basis of our examination of the books of accounts and the information and explanation given to us, we report that, the funds raised on short-term basis have not been used for longterm investment. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act 1956; The Company did not have any outstanding debentures during the year ; The Company has not raised any money by public issues during the year; Based on the audit procedures performed and information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported, during the course of our audit;

(xi)

(xvii)

(xviii) (xii)

(xix) (xx) (xxi)

(xiii) (xiv) (xv)

For N.M. Raiji & Co., Chartered Accountants

Place: Mumbai Date : September 01, 2006

J. M. Gandhi Partner Membership No: 37924

35

WeP Annual Report 2005 - 06

Financials

WeP PERIPHERALS LIMITED BALANCE SHEET AS AT 31ST MARCH 2006

(Rs. in Thousands) Schedule As at 31st March 2006 As at 31st March 2005 *

SOURCES OF FUNDS Shareholders' Funds Share Capital Reserves and Surplus Loan Funds Secured Loans Unsecured Loans TOTAL APPLICATION OF FUNDS Fixed Assets Gross Block Less : Depreciation Net Block Capital Work in Progress and advances Investments Deferred Tax Asset (Net) Current Assets, Loans and Advances Inventories Sundry Debtors Cash and Bank balances Loans and Advances Less : Current Liabilities and Provisions Liabilities Provisions Net Current Assets TOTAL Significant accounting policies and notes on accounts
* Refer Note No. 2 of Notes on Accounts

1 2 3 4

191,173 230,431 421,604 144,109 61,378 205,487 627,091

187,151 151,867 339,018 89,478 11,249 100,727 439,745

5 609,983 411,488 198,495 21,021 219,516 6 23,698 13,008 7 8 9 10 466,080 590,376 16,132 67,763 1,140,351 473,575 293,529 180,046 6,586 186,632 66,162 4,451 294,822 231,216 3,344 144,193 673,575

11 12

707,819 61,663 769,482 370,869 627,091

400,923 90,152 491,075 182,500 439,745

16

As per our report attached For N.M. Raiji & Co. Chartered Accountants J.M. Gandhi Partner

For and on behalf of the Board of Directors Arun K Thiagarajan Chairman Ram N Agarwal Managing Director & Chief Executive Officer Suresh C. Senapaty Director

Place: Mumbai Date : September 01, 2006

Place: Bangalore Date : September 01, 2006

Ashutosh Chadha Chief Financial Officer & Company Secretary

36

WeP Annual Report 2005 - 06

Financials

WeP PERIPHERALS LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2006
(Rs. in Thousands) Schedule 1st April 2005 to 31st March 2006 1st April 2004 to 31st March 2005 *

INCOME Gross Sales & Services Less :- Excise Duty Net Sales and services Other Income EXPENDITURE Consumption of Raw materials, Finished goods and process stocks Manufacturing, Selling and Administrative Expenses Interest Depreciation PROFIT BEFORE TAX Fringe Benefit tax ( FBT) Provision for taxation - Current Tax - Deferred Tax PROFIT AFTER TAX Balance in Profit and Loss Account brought forward Profit available for appropriation Transfer to General Reserve Proposed Final Dividend on Equity Shares (15%) Dividend Distribution tax Balance in Profit and Loss Account carried forward Earnings Per Share ( Weighted average number of Shares) (Equity Shares par value Rs. 10/- Each) - Basic ( in Rupees) - Diluted ( In Rupees) Number Shares used in computing earnings per shares - Basic - Diluted Significant accounting policies and notes on accounts
* Refer Note No. 2 of Notes on Accounts

3,512,795 136,759 13 3,376,036 6,006 3,382,042 2,362,282 813,361 7,993 112,332 3,295,968 86,074 8,942 19,500 (7,192) 64,824 105,822 170,646 3,241 28,676 4,022 134,707

2,276,228 192,959 2,083,269 11,810 2,095,079 1,352,345 534,811 5,119 93,816 1,986,091 108,988 42,533 (1,313) 67,768 85,817 153,585 5,083 37,430 5,250 105,822

14 15

3.44 3.39 18,844 19,127 16

3.76 3.56 18,046 19,034

As per our report attached For N.M. Raiji & Co. Chartered Accountants J.M. Gandhi Partner

For and on behalf of the Board of Directors Arun K Thiagarajan Chairman Ram N Agarwal Managing Director & Chief Executive Officer Suresh C. Senapaty Director

Place: Mumbai Date : September 01, 2006

Place: Bangalore Date : September 01, 2006

Ashutosh Chadha Chief Financial Officer & Company Secretary

37

WeP Annual Report 2005 - 06

Financials

SCHEDULES TO THE FINANCIALS

(Rs. in Thousands) SCHEDULE 1 : SHARE CAPITAL As at 31st March 2006 As at 31st March 2005

Authorised 27,000,000 (PY : 27,000,000) Equity Shares of Rs 10 each 3,000,000 (PY : 3,000,000 ) Redeemable Preference Shares of Rs 10 each Issued, Subscribed and paid-up 19,117,266 (PY : 18,715,135) Equity shares of Rs 10 each fully paid up TOTAL

270,000 30,000 300,000 191,173 191,173

270,000 30,000 300,000 187,151 187,151

SCHEDULE 2 : RESERVES AND SURPLUS

Capital Redemption Reserve Opening Balance Closing Balance Securities Premium Account Opening Balance Add : On issue of Equity Shares Closing Balance Restricted Stock Units Reserve Opening Reserve Add : Additions Closing Reserve General Reserve Opening Reserve Add :Transfer from Profit and loss account Closing Reserve Profit and Loss Account Opening Reserve Add : Transfer from Profit and loss account Add : Addition due to merger of subsidiary Closing Reserve TOTAL

20,229 20,229 10,415 939 11,354 770 770 15,401 3,241 18,642 105,822 28,885 44,729 179,436 230,431

20,229 20,229 7,417 2,998 10,415 10,318 5,083 15,401 85,817 20,005 105,822 151,867

SCHEDULE 3 : SECURED LOANS

From Banks Term Loans Cash Credit Facility (Refer Note) Corporate Term Loan TOTAL
Note : Secured by hypothecation of Inventories , book debts, all movable assets and fixed assets.

144,109 144,109

39,478 50,000 89,478

SCHEDULE 4 : UNSECURED LOANS

Short Term loans From banks, payable within one year Other Loans Sales Tax deferral loan from Government of Andhra Pradesh TOTAL

50,000 11,378 61,378

11,249 11,249

38

WeP Annual Report 2005 - 06

Financials (Rs. in Thousands)

SCHEDULE 5: FIXED ASSET SUMMARY AS AT 31ST MARCH 2006

GROSS BLOCK
DESCRIPTION
GOODWILL LEASE HOLD LAND BUILDING - FACTORY PLANT & MACHINERY MOULDS, DIES & PATTERS COMPUTERS ASSETS ON USE AND PAY OFFICE EQUIPMENT FURNITURE & FIXTURES (INCL F & E) VEHICLES TECHNICAL KNOWHOW PATENTS & TRADE MARKS TOTAL Previous Year Figures as on 31st March 2005
OPENING ADDITADDIT- DEDUCTBLOCK -IONS -IONS -IONS AS ON DUE TO DURING DURING April 1, 2005 MERGER THE YEAR THE YEAR

PROVISION FOR DEPRECIATION

CLOSING OPENING DEPRECI- ADDIT- DEPRECIBLOCK AS -IONS AS AT -ATION -ATION AT MARCH APRIL 1, FOR THE DUE TO DEDUCT31, 2006 2005 -IONS YEAR MERGER TOTAL AS AT MARCH 31, 2006

NET BLOCK
AS ON MARCH 31,2006 AS ON MARCH 31, 2005

2,500 8,998 28,317 38,899 89,426 105,165 154,541 7,447 18,202 16,358 3,721 473,574

12,534 4,214 8,903 1,692 3,315 2,463 -

3,600 2,074 7,112 6,736 22,351 51,956 1,885 7,064 3,568 3,423 -

583 1,417 54 1,021 3,406 6,481

2,500 25,132 30,391 49,642 96,162 135,002 206,497 10,970 27,560 18,983 7,144 -

2,500 10,447 18,977 69,712 89,605 73,016 5,225 12,647 8,149 3,252 -

2,427 6,676 12,405 19,456 62,119 1,693 3,652 3,604 300 -

684 5,815 575 344 1,483 -

154 771 394 1,956 3,275

2,500 12,874 26,183 82,117 114,105 135,135 7,493 16,249 11,280 3,552 -

25,132 17,518 23,459 14,045 20,896 71,362 3,477 11,311 7,703 3,592 -

8,998 17,870 19,922 19,714 15,561 81,525 2,222 5,556 8,210 469

33,121 109,769

609,983 293,530 112,332 8,901

411,488 198,495 180,046

373,206

113,593 13,228

473,575 210,748

93,816

11,035

293,529 180,046

Notes :a Goodwill of Rs 2,500 is on account of acquisition of Electronic Design and Manufacturing unit from Godrej & Boyce Mfg.Co Ltd. b The land at Mysore is allotted by KIADB on lease cum sale basis.

SCHEDULE 6 : INVESTMENTS

As at 31st March 2006

As at 31st March 2005

Unquoted a. Investment in subsidiary company M/s Select Technologies Ltd - 3,183,334 equity shares @ 10/- each Sub Total Quoted b. Investments in Units of Mutual Funds Grindlays Fixed Maturity Plan 17 M - FMP Standard Chartered Liquidity Manager - Daily Dividend Standard Chartered Liquidity Manager - Daily Dividend Standard Chartered Liquidity Manager - Daily Dividend Sub Total Less : Provision for Diminution in value of Investments TOTAL Units 490,614 1,519,050 600 300,103 4,905 15,192 600 3,001 23,698 23,698 20,849 109 66,162 45,422 45,422

Aggregate Market Value of Quoted Investments & Investments in Mutual funds Rs 24,017 ( 31st March 2005 : 20,795)

SCHEDULE 7 : INVENTORIES

Raw materials Stock-in-process Finished goods TOTAL

Basis of stock valuation : Raw materials, stock-in-process at or below cost. Finished products at cost or net realisable value whichever is lower.

111,137 13,051 341,892 466,080

93,287 2,624 198,911 294,822

39

WeP Annual Report 2005 - 06

Financials (Rs. in Thousands) As at 31st March 2005

SCHEDULE 8 : SUNDRY DEBTORS

As at 31st March 2006

Unsecured Over six months Considered good Considered doubtful Less than six months Considered good Sub total Less : Provision for doubtful debts TOTAL 11,209 34,689 579,167 625,065 34,689 590,376 18,332 231,216 249,548 18,332 231,216

SCHEDULE 9 : CASH AND BANK BALANCES

Cash and Cheques on hand Balances with scheduled banks On current account In deposit account TOTAL

110 13,078 2,944 16,132

78 746 2,520 3,344

SCHEDULE 10 : LOANS AND ADVANCES

Unsecured Advances recoverable in cash or in kind or for value to be received Considered good Considered doubtful Less : Provision for doubtful advances Sub Total Dues from Subsidiary company Advance income tax (net of provision) Balances with Excise and Customs Sundry deposits TOTAL 30,664 1,158 1,158 30,664 3,576 9,807 23,716 67,763 27,862 3,098 3,098 27,862 88,844 7,386 20,101 144,193

SCHEDULE 11 : LIABILITIES

Acceptances Sundry creditors Dues to small scale industrial undertakings Dues to other creditors Advances from customers Provision for Expenses Other liabilities Interest accrued but not due on loans Unclaimed Dividend Dealer Deposits TOTAL

34,298 29,770 447,794 40,301 29,506 110,316 2,410 13,424 707,819

18,929 9,608 209,795 35,861 28,847 82,772 250 1,867 12,994 400,923

40

WeP Annual Report 2005 - 06

Financials (Rs. in Thousands) As at 31st March 2005

SCHEDULE 12 : PROVISIONS

As at 31st March 2006

Provision for Warranty Liability Employee retirement benefits Proposed dividend Provision for Tax ( Net of Advance Tax) Provision for Dividend Distribution Tax TOTAL

21,477 7,488 28,676 4,022 61,663

33,961 7,506 37,430 6,005 5,250 90,152

SCHEDULE 13 : OTHER INCOME

1st April 2005 to 31st March 2006

(Rs. in Thousands) 1st April 2004 to 31st March 2005

Dividend from Mutual Fund Investments Interest From Select Technologies Other Interest Exchange Gain Profit on sale of Fixed Assets Profit on sale of Investments Miscellaneous income TOTAL

1,719 947 1,624 1,716 6,006

3,050 1,097 173 2,759 3,224 1,507 11,810

SCHEDULE 14 : RAW MATERIALS, FINISHED AND PROCESS STOCKS

Consumption of raw materials and bought out components Opening Stocks Add : Purchases Opening Stocks + Purchases Less : Closing stocks (a) Sub total (b) Purchase of finished products for sale (Increase) / decrease in finished and process stocks Opening Stocks : In process : Finished products Add : Addition due to merger of subsidiary Sub total Less: Closing stocks : In process : Finished products Sub Total (c) Decrease / (Increase) in Finished Inventory and Process Stocks TOTAL (a) + (b) + ( c ) 117,898 1,007,994 1,125,892 111,137 1,014,755 1,393,218 11,502 230,033 67,717 309,252 13,051 341,892 354,943 (45,691) 2,362,282 94,155 868,892 963,047 93,287 869,760 490,366 15,461 178,293 193,754 2,624 198,911 201,535 (7,781) 1,352,345

41

WeP Annual Report 2005 - 06

Financials (Rs. in Thousands) 1st April 2004 to 31st March 2005

SCHEDULE 15 : MANUFACTURING , SELLING AND ADMINISTRATIVE EXPENSES

1st April 2005 to 31st March 2006

Power and fuel Employee compensation cost Staff welfare expenses Insurance Repairs to building Repairs - Others Rent Rates and taxes Warranty Expenditure Carriage and Freight outwards Commission on sales Frachisee charges Auditors' Remuneration Audit Fees ( including Service tax) Tax Audit Other Services Advertisement and sales promotion Directors' Commission and Sitting fees Loss/(Profit) on disposal of assets Travelling and Conveyance Communications Legal and Professional charges Office Maintenance Packing, Clearing and Forwarding charges Research and Development Freight Inwards and Import Expenses Bank Charges Provision for Bad debts / advances Bad Debts Write off Exchange Differences (Net) Provision for diminution in value of short term investments Recruitment Expenses Miscellaneous expenses TOTAL

9,561 169,024 15,537 1,723 3,031 4,345 27,661 13,695 18,792 69,385 133,913 43,794 337 57 62,092 315 45,003 30,954 5,248 38,047 12,025 15,538 28,308 8,615 17,724 6,913 (109) 7,016 24,817 813,361

7,320 133,211 12,307 2,603 2,763 6,665 20,720 7,956 752 41,937 79,945 28,487 276 44 54 54,077 388 1,351 26,447 21,233 4,261 23,290 11,435 6,858 18,154 7,091 3,006 2,591 (849) 4,158 6,280 534,811

42

WeP Annual Report 2005 - 06

Financials

SCHEDULE 16 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS

A. Significant Accounting Policies

Accounting Convention Books of accounts are maintained on accrual basis under historical cost convention. The accounting is on the basis of a going concern concept. Revenue Recognition Sales are accounted net of excise duty and Sales tax unless separately charged and are net of discounts. Income from Print & Save off-site services is recognised based on the usage of such assets by the customer on a monthly basis and from on-site services recognized on accrual basis. Agency commission is accrued on shipment of consignment by principal. Other income is recognized on accrual basis. Provision for Retirement Benefits The Company has a defined benefit of Gratuity scheme and for employees covered under Group Gratuity scheme of LIC, Gratuity is charged to Profit and Loss account as per the premium calculated by LIC. Provision for leave benefit for employees is determined as per actuarial valuation. Defined contributions for provident fund and pension are charged to the Profit and Loss account based on contributions made under the applicable laws. Contribution for Superannuation is provided as per applicable schemes. Fixed Assets and Depreciation Fixed Assets are stated at cost (Gross Block) less accumulated depreciation. Capital work in progress includes advances. Direct costs are capitalized until the assets are ready to be put to use. The company depreciates fixed assets under straight-line method based on estimated useful lives that are lower than those implicit in schedule XIV of the Companies Act. Accordingly, the rates of depreciation used by the Company are higher than the minimum prescribed by schedule XIV. Individual Assets costing less than Rs 5,000 are depreciated in full in the year of purchase. Depreciation is charged on a pro-rata basis for assets purchased / disposed during the period. The initial cost of assets under 'Use & Pay' is charged off over the useful life of the asset. Intangible Assets: Acquired intangible assets alone are capitalized. The company follows straight line method for amortisation of intangible assets. Asset Computer Software Goodwill Technical Know-how Amortisation period 24 months 36 months 60 months

Foreign Currency Transactions Foreign Currency transactions are recorded at the spot rate at the beginning of the month concerned Quarter end balances of Foreign Currency Assets and Liabilities are restated at the closing rate. Resultant differences are charged to revenue account. Incase of forward/ hedge contracts in foreign currency, the difference between the spot rate & the contracted rate is charged to the revenue account proportionately over a period of contract.

Inventories Finished Goods are valued at lower of cost or net realizable value. Cost is arrived at on weighted average basis. Other Inventories are valued at cost less provision for obsolescence.

Investments Long Term Investments are stated at cost. Diminution in value is provided for where the management is of the opinion that the diminution is of permanent nature. Short Term Investments are stated at cost or market value whichever is lower. Investment in subsidiary is accounted on cost method whereby the company recognizes only dividends received from the subsidiary as income. In case of losses made by subsidiary, other than temporary, adequate provision is made to recognize any decline in the value of investments.

Research & Development The company incurs certain expenditure for new product development or upgradation of features in the existing products. Any revenue expenditure incurred is charged off during the quarter in which it is incurred. Any capital expenditure is shown as addition to fixed assets. Tax expense is worked out after considering the deferred tax asset or deferred tax liability to recognize the timing difference between profit as per financial statements and profit considered for income tax as required by the Accounting Standard 22.
43

Tax Expense

WeP Annual Report 2005 - 06

Financials

Provisions Provisions are recognised when there is a present obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are based on the best estimate required to settle the obligation on the balance sheet date. These are reviewed at each balance sheet date. The following provisions are made. a. b. Legal Provision Warranty Provision

3 (i) The Assets acquired under Business acquisition are depreciated at following depreciation rates, which are based on estimated remaining life of each Asset.
Asset Air Conditioners Building Computers Electrical Installations Depreciation rates Rates as per Schedule XIV ranging From To 27.93% 6.13% 50.69% 4.85% 100.00% 9.71% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 8.96% 100.00% 4.75% 3.34% 16.21% 4.75% 6.33% 11.31% 4.75% 4.75% 4.75% 9.50%

Furniture and Fixtures 20.64% Moulds Office Equipments Plant & Machinery Testing Equipments Vehicles 21.82% 19.74% 5.50% 5.50% 26.82%

Legal provisions are made as per the requirements of the applicable legislation. Warranty provision is arrived at considering the warranty period and the rate of failures determined from historical information. Products are sold with warranty for 12 months. Warranty Provisions are determined based on our past experience of expenses incurred during the warranty period. They represent the best estimate of likely expenses during the unexpired warranty period Impairment of Assets Assets are subject to tests of impairment as per Accounting Standard 28 on Impairment of Assets. (All figures are reported in Rupees Thousands, except data relating to equity share or unless stated otherwise) 1 In terms of the scheme of amalgamation approved by the Hon'ble High Court of Karnataka on 4th August 2006, Select Technologies Limited, amalgamated with the Company with effect from 1st April 2005. The Scheme of Amalgamation became effective from August 30, 2006, the date of filing with the Registrar of Companies, Bangalore. In accordance with the scheme, the merger becomes effective from the appointed date of 1st April 2005. The Company has accounted for the amalgamation as Amalgamation in the nature of Merger under AS14 Accounting for amalgamation. 2 The current and previous figures are not comparable as current year figures include the figures of the amalgamated company, Select Technologies Limited and previous years figures are stand alone.

ii. The assets whose estimated life was not reassessed are depreciated at the rates specified in (iv) below. iii. Depreciation at 100% is provided for assets costing less than Rs.5. iv. Further, for new assets acquired, the Company is applying the following depreciation rates after considering the estimated commercial life of the Asset.
Asset Depreciation rates ranging Rates as per Schedule XIV

B. Notes on Accounts

Air Conditioners Computers Electrical Installations Furniture and Fixtures Moulds Office Equipments Plant and Machinery Testing Equipments Vehicles *Use and Pay Assets
*Refer clause (v) below.

25% 50% 25% 20% 20% 20% 25% 25% 25% 40%

4.75% 16.21% 4.75% 6.33% 11.31% 4.75% 4.75% 4.75% 9.50% 16.21%

44

WeP Annual Report 2005 - 06

Financials

(v) Depreciation on Use and Pay assets: The Company purchases printers for Print & Save business. Such printers are capitalised as fixed assets at cost under the head Use and Pay assets when put to use. Values of such assets are depreciated on a straight-line basis over a period of 30 months. (vi) Details of intangible assets as required by AS 26 is as follows:
Description Opening Balance as on 1-Apr-05 Add: Additions made during the period
Less: Depreciation charged off Written down value as on 31-Mar-06

7 Research and Development Expenses:

The Research and Development facility of the company has been recognized by the Department of Scientific and Industrial Research (DSIR). Pursuant to the terms and conditions of the recognition the following are the details in respect of the expenditure made for research and development: Capital expenses incurred during the year:
(Rs. in Thousands)

(Rs. in Thousands)

Technical Know-how

Computer Software

Asset Category Technical Know-How Furniture And Fixtures Plant And Machinery Computers Electrical Installations Factory Buildings Air Conditioners Testing Equipments Office Equipments Grand Total

Amount 3423 1,069 828 619 590 369 349 324 216 7,787

470 3,422 300 3,592

2,463 230 2,659 34

4 Estimated amount of contracts remaining to be executed on Capital account and not provided for is Rs. 3,330 (Mar 2005: Rs.3,900). 5 Details of disclosure as required by AS-29 is as follows :
Description Legal Warranty Provision Provision Total

Revenue expenses incurred during the year:

(Rs. in Thousands)

(Rs. in Thousands)

Particulars Salaries Wages & Bonus Testing Expenses Development Traveling & Conveyance Repairs & Maintenance Material Staff Welfare Communication Power & Fuel Office Maintenance Carriage & Freight outwards Freight Inwards & Import Expenses Grand Total

Amount 8,437 1,868 1,731 1,355 707 692 333 167 143 70 26 9 15,538

Opening Balance as on 1-Apr-05 Additions Reversal Closing Balance as on 31-March-06

30,045 4,760

34,325 21,477

64,370 26,237

(10,131) (34,325) (44,456) 24,674 21,477 46,151

6. Contingent liabilities in respect of:

i) Guarantees given by Banks on behalf of the Company Rs. 34,013 (Mar 2005: Rs.33,824) ii) Disputed demand for excise, customs, income tax, sales tax and other matters Rs. Nil (Mar 2005: Rs. Nil) iii) Value of Bonds executed for payment of Excise and Custom Duty Rs. 87,828 (Mar 2005: Rs. 244,946). iv) Liability in respect of bills discounted with banks is Rs.27,035 (Mar 2005: Rs.19,277) v) Letters of Credits opened by banks for purchases of raw materials and components Rs.116,853 (Mar 2005: Rs.42,081) vi) Claims against the company not acknowledged as debts Rs. 1,600 (Mar 2005: Rs.Nil)

8. Deferred Tax credit for the current year is Rs.13,008 (March 2005 : 4,451). The breakup of the net deferred tax asset on the Balance Sheet date is given below:
(Rs. in Thousands)

Particulars Deferred Tax Asset Provision for doubtful debts Accrued Expenses Add: Deferred Tax Liability Depreciation Difference Net Deferred Tax Asset (Liability)

March 2006

March 2005

10,283 6,219 (3,494) 13,008

5693 10,330 (10207) 5,816

45

WeP Annual Report 2005 - 06

Financials

9. Employee Stock Option Plan [ESOP]

The Company had implemented Stock Option Plans as detailed below. The Company had also converted the unexercised options of the employees who were absorbed from Wipro Limited: A. Stock option plan/(s) implemented earlier years.
Particulars Options at the beginning of the period (1st April 2005) Options granted during the period Price per share Pricing policy (On date of grant) Options vested Options exercised @ Rs.20/Options exercised @ Rs.25/Total number of shares arising as a result of exercise of options Options lapsed (due to resignation) PeriSOP 2000 WePSOP 2000 WePSOP 2002 I 72,175 Nil Rs.25/Fair Market Value 35,925 2,600 2,600 26,675
(Rs. in Thousands)

WePSOP 2002 - II 75,686 Nil Rs.26/Fair Market Value 14,250 4,251 4,251 48,811

499,075 Nil Rs.10/Fair Market Value 499,075 312,705 312,705 -

273,050 Nil Rs.20/- & Rs.25/Fair Market Value 26,345 81,275 1,300 82,575 5,875

Variations of terms of options Money realised by exercise of options Total number of options in force

Nil 3,127 186,370

Nil 1,658 184,600

Nil 65 42,900

Nil 111 22,624

B.

Stock option plan/(s) implemented during the period During the year Company has granted 277,000 WeP Restricted Stock Unit/(s) (RSU). The stock units will be vested after 4 years from the date of grant, the difference between the fair value and the exercise price at the time of grant is being amortised over a period of 4 years.The details of stock units are given below: 277,000 Rs.10/Face value 42,000 Nil 235,000

Options at the beginning of the period (1st April 2005) Options granted during the period Price per share Pricing policy Options vested Options exercised Total number of shares arising as a result of exercise of options Options lapsed (due to resignation) Variations of terms of options Money realised by exercise of options Total number of options in force

46

WeP Annual Report 2005 - 06

Financials

10. Sundry Creditors include an amount of Rs 28,113 being amount payable to Suppliers, who are Small Scale Industrial undertakings (SSIs), outstanding for a period in excess of 30 days as at the date of Balance Sheet. List of SSIs for whom outstanding is more than 30 days, which have not fallen due for payment as the payment term is more than 30 days is as under:
Abirami Electronics Pvt. Ltd. Akruti Engineering Plastics Amoolya Rubber Industries Arkay Automatics Bhagyalakshmi Industries Cubic Systems Delta Electronics Durga Engineering Works Elcom Electro Mech Corporation Engrg Plastic Processors Excel Ano Components Filtronics Components Pvt. Ltd. Gayathri Enterprises German Plastics Industries Karnataka Press Tools Kintech Enterprises Lipap Systems Pvt. Ltd. Maruthi Micro Components Micro Plastics Mysore Rubber Products Neulite Products Pvt. Ltd. Okay Industries Perfect Industries Automats Perfect Packaging Industries Phoenix Plasts Company Phoenix Precision Product Plastronics Polytec Packins (I) Pvt. Ltd. Praguna Power Systems Precision Spring Products Prem Industries Pretech Plast Pvt. Ltd. Protective Packaging Sai Durga Enterpriess Sai Krupa Insulation Pvt. Ltd. Sarv Abhyantrik Shankar Tech Sri Bharathi Printers Triple-S Spring Unitronix Veer O Metals Pvt. Ltd. Yoshama & Co Pvt. Ltd.

11. Details of Managerial Remuneration:

a. Executive Director Ram N Agarwal: Particulars Salary & allowances Perquisites and Incentives Contributions to PF and other funds Total
* Restricted to 5% of the profit under Section 309 of the Companies Act, 1956

Rs. in Thousands 3,147 1,168 185 4,500

Computation of net profit in accordance with Section198 read with Section 349 of the Companies Act, 1956 for the purpose of Managerial Remuneration for the year 2005-06: Particulars Profit before tax ADD: Remuneration to the Executive Directors Sitting fees & Commission to Non-Executive Directors Provision for Doubtful Debts /Advance LESS: Profit on sale of investments Profit as per requirement of section 309 of the Companies Act, 1956 b. Non-Executive Directors:
Particulars Sitting fees Commission Total Arun K Thiagarajan 75 100 175 Manu Parpia 60 80 140

Rs. in Thousands 86,074 4,500 315 17,724 110 108,503

(Rs. in Thousands)

Total 135 180 315

47

WeP Annual Report 2005 - 06

Financials

12. Segment report for the year ended March 31, 2006 is as follows:
Products
A. Primary Segment Information 1. Revenue Net sales / Income from Operations Revenue Expenditure Cost of Goods Sold/ Services Selling, Administrative and Marketing Expenses Depreciation TOTAL 2. Segment Result Unallocated Corporate Expenses Operating Profit Interest & Dividend Income less Interest Expense Profit Before tax and extraordinary Items FBT Profit before tax Tax expenses Profit after tax B. Other Information Gross Fixed Assets(Inc CWIP) Accumulated Depreciation Net Fixed Assets Inventories Sundry Debtors Cash & Bank Balances (Investments included) Other Loans and Advances Current Liabilities Capital employed Capital Expenditure 398,730 (258,138) 140,592 379,243 329,885 24,659 37,300 (493,781) 417,898 64,397 218,267 (143,510) 74,757 43,706 64,031 (885) 20,242 (62,442) 139,408 42,949 14,005 (9,840) 4,165 43,131 196,460 16,057 10,222 (213,258) 56,776 2,423 1,543,532 667,780 44,366 2,255,678 57,941 85,044 97,309 65,373 247,726 8,662 733,706 48,275 2,593 784,573 21,457 2,313,618 2,313,618 256,388 256,388 806,030 806,030

(Rs. in Thousands)

WeP Smart

Information Protection

Total

3,376,036 3,376,036

2,362,282 813,364 112,331 3,287,976 88,059

88,059 (1,985) 86,074 8,942 77,131 12,308 64,824

631,002 (411,488) 219,514 466,080 590,375 39,831 67,764 (769,482) 614,082 109,769

48

WeP Annual Report 2005 - 06

Financials

13. Pursuant to Accounting Standard - 18 the transaction details of with the related parties :
(Rs. in Thousands)

Associates
Wipro Ltd. Purchases of goods Sale of goods Rendering of services Interest Facility charges Outstanding to related party Outstanding from related party Remuneration Donations Associates: 13,972 169,157 6,985 2,890 1,863 45,805 WeP Trust 88 1,346 2,580 WeP Social Development Trust

Key Management Personnel

Directors 4,815

a) Wipro Limited Equity stakeholder holding 36.93% in the Company (status as on 31.03.06) b) WeP Trust custodian of equity shares of WeP issued under private offer document where a director of WeP is trustee. c) WeP Social Development Trust formed to discharge social responsibilities of the company wherein officials of the Company are trustees.

14. Dividend remitted outside India

Final Dividend Year 2004-05 No. of Shareholders No. of Shares Dividend Percentage Dividend Amount 11 623,800 20% 1,248

15. The figures for the previous period have been regrouped, reclassified wherever necessary. 16. Additional information pursuant to the provisions of part II of Schedule VI to the Companies Act 1956
i) Licenced / Registered / Installed Capacities Unit Serial Printers Portable Electronic Typewriters Line Matrix Printers UPS Modems
Installed Capacity is as certified by the Management

Registered Capacity

Installed Capacity

In Nos In Nos In Nos In Nos In Nos

460,000 300,000 3,600 100,000 120,000

460,000 300,000 3,600 100,000 120,000

49

WeP Annual Report 2005 - 06

Financials

ii) Production and Sales Unit Production

Mar 31, 2006 Qty Mar 31, 2005 Qty

Third Party Manufacturing

Mar 31, 2006 Qty Mar 31, 2005 Qty Mar 31, 2006 Qty

Sales & Services

Rs. 000's Mar 31, 2006 Qty Rs. 000's

Serial Printers Portable Electronic Typewriters Line Matrix Printers UPS SERVICES & OTHERS - Print & Save (Service) - AMC - Agency Commission - Other Peripheral Products TOTAL

Nos Nos Nos Nos

150,053 11,554 902 40,004 N.A N.A N.A N.A 202,513

95,248 8,680 1,173 103,884 N.A N.A N.A N.A 208,985

N.A N.A N.A N.A 0

3,590 N.A N.A N.A N.A 3,590

143,165 11,555 812 38,529 # # # # 194,061

1,096,350 19,475 88,823 53,210 256,388 18,943 2,667 1,976,939 3,512,795

100,036 8,680 1,243 104,108 # # # # 214,067

926,771 14,866 216 198,364 151,637 17,992 1,028 965,354 2,276,228

# In the absence of a homogenous unit, it is not practicable to give Quantity details DMP, LMP & UPS sales data is only for manufactured units

iii)Closing Stocks
Unit

Mar 31, 2006

Mar 31, 2005

Qty
Serial Printers Portable Electronic Typewriters Line Matrix Printers UPS Other Peripheral Products TOTAL Nos Nos Nos Nos # 14,941 1 124 4,344 NA 19,410

Rs. 000's
84,064 2 9,048 8,256 240,522 341,892

Qty
8,053 2 34 2,869 NA 10,958

Rs. 000's
45,444 4 2,736 6,011 144,715 198,911

# The above data is only for manufactured units. The traded finished goods are grouped under Other Peripherals Products.

iv) Purchases for Trading Unit Mar 31, 2006 Mar 31, 2005

Qty
Other Peripheral Products TOTAL # -

Rs. 000's
1,393,218 1,393,218

Qty
# -

Rs. 000's
490,366 490,366

# In the absence of a homogenous unit, it is not practicable to give Quantity details

v) Raw Materials Consumed For Manufacture of Serial Printers Portable Electronic Typewriters Line Matrix Printers UPS Others TOTAL Unit Nos. Nos. Nos. Nos. Nos. # # # # # Mar 31, 2006 Mar 31, 2005

Qty

Rs. 000's
678,519 13,425 59,696 60,814 202,301 1,014,755

Qty
# # # # #

Rs. 000's
427,861 14,062 79,694 166,208 181,935 869,760

# In the absence of a homogenous unit, it is not practicable to give Quantity details

50

WeP Annual Report 2005 - 06

Financials

vi) Value of Imported and Indigenous materials consumed Mar 31, 2006 Mar 31, 2005

%
Raw Materials Imported Indegenous TOTAL 48% 52% 100%

Rs. 000's

Rs. 000's

487,082 527,673 1,014,755

58% 42% 100%

507,682 362,078 869,760

vii) Value of Imports on CIF basis Mar 31, 2006 Raw Materials, components and peripherals (Incl of Traded goods) Capital Goods TOTAL 1,878,412 545 1,878,957

(Rs. in Thousands)

Mar 31, 2005 1,161,452 61,951 1,223,403

viii) Expenditure in Foreign Currency Mar 31, 2006 Travelling Professional Charges Inspection and Testing charges Other payments TOTAL 10,348 2,091 1,269 1,275 14,983

(Rs. in Thousands)

Mar 31, 2005 4,061 2,640 1,601 595 10,498

ix) Earnings in Foreign Currency Mar 31, 2006 Export of Goods * Agency Commission Claims received TOTAL
* Value of exports includes CIF value of Exports and FOB value of exports

(Rs. in Thousands)

Mar 31, 2005 141,937 1,028 22,300 165,265

214,943 2,667 17,449 235,059

51

WeP Annual Report 2005 - 06

Financials

ADDITIONAL INFORMATION PURSUANT TO THE PROVISIONS OF PART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956 Balance Sheet Abstract and the Company's General Business Profile
1 Registration Details
Registration No. State Code Balance Sheet date 27405 8 March 31, 2006

Capital raised during the Year (Rs. 000s)

Public Issue Rights Issue Bonus Issue Private Placement Issue of Shares on exercise of Employee Stock Options Nil Nil Nil Nil 4,021

Position of mobilisation of and deployment of funds (Rs. 000s)

Total Liabilities Sources of Funds Paid up Capital Reserves & Surplus Secured Loans Unsecured Loans 627,091 191,173 230,431 144,109 61,378 Total Assets Application of Fund Net Fixed Assets Investments Net Current Assets Misc. Expenditure Deferred Tax Asset 627,091 219,516 23,698 370,869 13,008

Performance of Company (Rs. 000s)

Turnover Total Expenditure Profit before Tax Profit after Tax Earnings Per Share (Rs.) Dividend 3,382,042 3,295,969 86,074 64,824 3.44 15% p. a.

Generic Names of Three Principal Products/Services of Company (as per monetary term)
Item Code No. (ITC Code) Product Description Item Code No. (ITC Code) Product Description Item Code No. (ITC Code) Product Description 8471 Computer Peripherals 8543.9 and 8471 Uninterruptible Power Supplies 8469.2 Electronic Portable Typewriter

For and on behalf of the Board of Directors Arun K Thiagarajan Chairman Suresh C Senapaty Director Ram N Agarwal Managing Director & Chief Executive Officer

Place : Mumbai Date : September 01,2006

Ashutosh Chadha Chief Financial Officer & Company Secretary

52

WeP Annual Report 2005 - 06

Financials

WeP PERIPHERALS LIMITED CASH FLOW STATEMENT FOR THE PERIOD ENDING 31ST MARCH 2006
DETAILS
A CASH FLOW FROM OPERATING ACTIVITIES Profit Before Tax Add : Depreciation Provision for diminution in value of investments Foreign Currency translation loss / (gains) Amortisation of stock compensation Provision for doubtful debts and advances Interest on Borrowings Less: Foreigh Currency translation gains Profit / (Loss) on Sale of Fixed Assets Profit on Sale of Investments Dividend Income Interest Operating Profit Before Working Capital Changes Add / (Less) : (Increase) / Decrease in Current Assets Inventories Receivables Other Current Assets Add / (Less) : Increase /(Decrease) in Current Liabilities Cash Generated from Operations Addition due to merger of subsidiary Direct taxes paid NET CASH FROM OPERATING ACTIVITIES B CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets / Advance for purchase of Fixed Assets Proceeds from Sale of Fixed Assets Sale/(Purchase) of Investments (Net) Dividend Received Interest Received Addition due to merger of subsidiary NET CASH FLOW / (USED IN) INVESTING ACTIVITIES C CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Issue of Equity shares Premium received on issue of Equity Shares Payment of Cash Dividends Corporate tax on Dividend Interest paid Proceeds from / (Repayments of ) Borrowings Increase in Unsecured Loans Addition due to merger of subsidiary NET CASH FLOW / (USED IN) FINANCING ACTIVITIES NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS - ( A + B + C ) CASH AND CASH EQUIVALENTS AS AT APRIL 1, 2005 ADD: DUE TO MERGER OF SUBSIDIARY CASH AND CASH EQUIVALENTS AS AT MARCH 31, 2006 4,021 939 (37,430) (5,250) (7,993) 54,631 50,129 (32) 112,332 (109) 6,912 770 17,724 7,993 1,625 1,719 947 86,074 93,816 (849) 3,006 5,119 2,759 (1,351) 3,224 3,050 1,270

(Rs. in Thousands)

MARCH 31, 2006

MARCH 31, 2005

108,987

145,622

101,092

4,291 227,405

8,952 201,127

(171,258) (379,641) 68,564

(482,335) 284,233 29,303 62,783 (21,942) 70,144

(6,913) (1,898) (115,595)

(124,406) (97,778) (21,056) (34,700) (55,756)

(157,323) 13,735 42,573 1,719 947 (21,156)

(119,505 (119,505)

(116,673) 842 209,748 3,050 1,270 -

98,237 98,237

59,015 59,015 9,654 3,344 3,134 16,132

9,507 2,998 (42,635) (5,841) (5,119) (4,557) 1,900 -

(43,747) (43,747) (1,266) 4,610 3,344

As per our report attached For N.M. Raiji & Co. Chartered Accountants J.M. Gandhi Partner

For and on behalf of the Board of Directors Arun K Thiagarajan Chairman Ram N Agarwal Managing Director & Chief Executive Officer Suresh C. Senapaty Director

Place : Mumbai Date : September 01,2006

Place : Bangalore Date : September 01,2006

Ashutosh Chadha Chief Financial Officer & Company Secretary

53

WeP Annual Report 2005 - 06

Financials

AUDITOR'S CERTIFICATE
We have examined the attached Cash Flow Statement of WeP Peripherals Limited for the year ended March 31, 2006. We certify that the statement has been prepared by the Company in accordance with the Accounting Standard 3,Cash Flow Statements issued by the Institute of Chartered Accountants of India. The statement is based on and is derived from the Profit and Loss Account for the year ended March 31, 2006 and Balance Sheet of the Company as at March 31, 2006, covered by our report of even dated.

For N.M. Raiji & Co., Chartered Accountants J. M. Gandhi Partner Membership No: 37924

Place: Mumbai Date : September 01, 2006

54